8-K 1 form8k.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 31, 2001 SCOTTISH ANNUITY & LIFE HOLDINGS, LTD. (Exact Name of Registrant as Specified in its Charter) Cayman Islands (State or Other Jurisdiction of Incorporation) 0-29788 N/A (Commission File Number) (I.R.S. Employer Identification Number) (441) 295-4451 (Registrant's Telephone Number, Including Area Code) P.O. Box HM 2939 Crown House, Third Floor, 4 Par-la-Ville Road N/A Hamilton HM12, Bermuda (Zip Code) (Address of Principal Executive Offices) (Former Name or Former Address, if Changed Since Last Report) Item 2. Acquisition or Disposition of Assets. On December 31, 2001, Scottish Annuity & Life Holdings, Ltd. ("Scottish Holdings"), a Cayman Islands corporation, completed the acquisition of all of the issued and outstanding shares of World-Wide Holdings Limited ("World-Wide") from Pacific Life Insurance Company ("Pacific Life") pursuant to a Share Purchase Agreement between Scottish Holdings and Pacific Life dated as of August 6, 2001 as amended (the "Purchase Agreement"). As a result of the acquisition, World-Wide became a wholly owned subsidiary of Scottish Holdings, and Pacific Life received 4,532,380 ordinary shares of Scottish Holdings representing approximately 22.5% of the issued and outstanding shares of Scottish Holdings. Pursuant to the Stockholder Agreement attached as an exhibit hereto, Pacific Life has the right, initially, to appoint two directors to the board of directors of Scottish Holdings. The two Pacific Life appointees are Glenn S. Schafer and Khanh T. Tran. The acquisition of World-Wide was approved by the shareholders of Scottish Holdings at an Extraordinary General Meeting of Shareholders held on December 14, 2001. Item 5. Other Events Scottish Holdings issued a press release on December 31, 2001 announcing the completion of the transaction described in Item 2 herein. The press release is attached as an exhibit hereto. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Business Acquired The audited consolidated financial statements of World-Wide for the year ended September 30, 2000 and the unaudited consolidated financial statements of World-Wide for the nine months ended June 30, 2001 have been previously reported in Scottish Holdings' Definitive Proxy Statement, dated November 8, 2001 on pages F-8 through F-30 and therefore are not being reported pursuant to Instruction B.3. to Form 8-K. (b) Pro Forma Financial Information The pro forma financial information of Scottish Holdings for the period ended June 30, 2001 has been previously reported in Scottish Holdings' Definitive Proxy Statement, dated November 8, 2001 on pages F-1 through F-7 and therefore are not being reported pursuant to Instruction B.3. to Form 8-K. (c) Exhibits 10.1 Share Purchase Agreement by and between Scottish Annuity & Life Holdings, Ltd. and Pacific Life Insurance Company, dated as of August 6, 2001 (incorporated by reference to Scottish Holdings' 8-K, dated August 6, 2001) 10.2 Amendment No. 1, dated November 8, 2001, to Share Purchase Agreement by and between Scottish Annuity & Life Holdings, Ltd. and Pacific Life Insurance Company, dated as of August 6, 2001, filed herewith 10.3 Registration Rights Agreement by and between Scottish Annuity & Life Holdings, Ltd. and Pacific Life Insurance Company, dated as of December 31, 2001, filed herewith 10.4 Stockholder Agreement by and between Scottish Annuity & Life Holdings, Ltd. and Pacific Life Insurance Company, dated as of December 31, 2001, filed herewith 10.5 Tax Deed of Covenant by and between Scottish Annuity & Life Holdings, Ltd. and Pacific Life Insurance Company, dated as of December 31, 2001, filed herewith 10.6 Letter Agreement by and between Scottish Annuity & Life Holdings, Ltd. and Pacific Life Insurance Company dated as of December 28, 2001, filed herewith 99.1 Press Release issued by Scottish Annuity & Life Holdings, Ltd. and Pacific Life Insurance Company on December 31, 2001, filed herewith SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. SCOTTISH ANNUITY & LIFE HOLDINGS, LTD. By: /s/ Scott E. Willkomm ------------------------------------- Scott E. Willkomm President and Chief Financial Officer Dated: December 31, 2001 INDEX TO EXHIBITS Number Description 10.1 Share Purchase Agreement by and between Scottish Annuity & Life Holdings, Ltd. and Pacific Life Insurance Company, dated as of August 6, 2001 (incorporated by reference to Scottish Holdings' 8-K, dated August 6, 2001) 10.2 Amendment No. 1, dated November 8, 2001, to Share Purchase Agreement by and between Scottish Annuity & Life Holdings, Ltd. and Pacific Life Insurance Company, dated as of August 6, 2001, filed herewith 10.3 Registration Rights Agreement by and between Scottish Annuity & Life Holdings, Ltd. and Pacific Life Insurance Company, dated as of December 31, 2001, filed herewith 10.4 Stockholder Agreement by and between Scottish Annuity & Life Holdings, Ltd. and Pacific Life Insurance Company, dated as of December 31, 2001, filed herewith 10.5 Tax Deed of Covenant by and between Scottish Annuity & Life Holdings, Ltd. and Pacific Life Insurance Company, dated as of December 31, 2001, filed herewith 10.6 Letter Agreement by and between Scottish Annuity & Life Holdings, Ltd. and Pacific Life Insurance Company, dated as of December 28, 2001, filed herewith 99.1 Press Release issued by Scottish Annuity & Life Holdings, Ltd. and Pacific Life Insurance Company on December 31, 2001, filed herewith